Best Summer Ever
by car54
Summary: Ben and Gwen's thoughts during the episodes of the original series. Thanks to st. anger 2 for his help.
1. Season one

**And then there were 10:**

School was out for the summer! The sound of that last bell had been the sweetest sound in the world. Unfortunately the year had to end on a low note. With his failed attempt to help a class mate when JT and Cash were forcing one of his classmates to hand over his money. They had both ended up in a tree.

But all of that would soon be forgotten. He would be on a summer long road trip with his Grandpa Max. He was the coolest grown up Ben knew.

Then he found out that his cousin Gwen would be along to. Miss know it all would be a buzz kill for sure.

They had gotten along well once but then she had to decide that anything fun was "immature" and start trying to impress everyone with how smart she was. The truth was that Ben resented losing his best friend.

For her part Gwen enjoyed the feeling that academic accomplishment gave her, and she reveled in the praise it won her from her parents. Ben had chosen a different approach. When he didn't get the approval of his parents or teachers or the other kids he hid from it. He masked it with defiance. Gwen became frustrated and angry, with Ben himself but mostly with the way he had chosen to deal with his problems: and she felt grief, for the loss of the closest friendship she had ever had. Well she would try to make the best of the situation anyway.

Then they had found the object that would change both of their lives forever. The watch that changed Ben into different kinds of monsters; aliens, grandpa had been adamant about that, strangely so. This summer would be more exciting than any of them could have imagined.

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**Washington BC:**

The scariest thing about Dr. Animo was how much of himself Ben saw in the scientist. "I deserve" and "Pay attention to me; it's all about me" ME, ME, ME. His fight with Animo was not so much to save others but just a contest between them. As Animo was taken away Ben felt like he was looking in a mirror, and he didn't like what he saw. He didn't sleep well that night.

Gwen didn't think he would learn anything from this, but she held out some hope that she might be wrong.

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**The Krakken:**

Gwen teased Ben a lot about having been caught as Ripjaws, but latter she had thought some about several times now that Ben had come to her rescue. He had been so focused on saving her. Maybe the old relationship they had once had might yet be revived.

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**Permanent Retirement:**

You know Gwen and I make a pretty good team, she's even learning to understand me as wildmutt. But what's up with Aunt Vera? Was that a joke or does she know more than she's letting on?

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**Hunted:**

Gwen got so angry at him sometimes. He was too over confident. He thought that powering through any problem was enough. She would get immense satisfaction in seeing him knocked down a notch or two.

Then she got her chance. Three bounty hunters came to get the watch. He had to learn the hard way that it was more important to out think your enemy than over power him.

She was proud that he had learned to do that, and had impressed Tetrax enough to keep the watch and get that hover board. She was relieved that he had survived; she was ashamed of herself for wanting to see him fail.

But most of all she was afraid. Ben wasn't the only one to get hit by a harsh reality. She had realized that she could lose him and, to her surprise, that frightened her.

That night as they settled down in their bunks…

"Good night Ben."

"Good night Gwen."

After a short silence…"Ben, please be careful."

Another silence, Ben was about to come up with some quip but something in Gwen's tone stopped him.

"I will Gwen, I promise."

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**Tourist Trap:**

It was the most fun they had had so far. Here, in this lame, cheesy town. They had played together like they used to. And, when they found the world's largest rubber band ball they had gotten in some trouble together. She had to admit it was fun. She began to hold out hope that they could be best friends again.

**XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXKevin 11:**

Once again Ben had gotten a look at the kind of guy he could be, and didn't want to be. Kevin was not at fault for his past but he had decided to respond with anger and revenge. At first having no one to answer to sounded great. But that meant no one who cares either. He and Kevin had a lot in common. They had the conflicting traits of a big ego and low self-esteem. They both had a need to prove themselves and they were both picked on a lot. And they both had the power so they didn't have to take that anymore.

Ben learned that there can be a very fine line between hero and villain, a line all too easy to cross. He vowed to himself to be aware of that and not let himself cross it. But he also worried that he might cross it anyway someday.

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**The Alliance:**

The thing that made this fight tough was the fact that he had to hit a girl. His father had been very clear that a man was NEVER to hit a woman. In the end though he had no choice, you have to hit back when someone is trying to kill you.

Then there was this Vilgax, whatever he was. He meant it when he said that he was coming. And that he would have the omnitrix.

Ben left the people he loved to keep them safe. He may never see home again. He may never see Gwen again, _funny that that bothered him so much._ Then Gwen found him and max helped him to stop Rojo. He went back with Gwen. They really were stronger as a team.

Gwen was at once angry, touched and worried. Ben had left to keep them from danger. He would face all of these enemies alone to make sure that they were safe. Didn't he realize that they needed each other, that she needed him (_had she just thought that?_). She had to find him and bring him back. _Don't you ever leave me again, I would never do that to you,_ she thought. Latter she thought she should have said it out loud.

That evening as they were cleaning the dishes…

"Gwen, Grandpa said not to worry about this Vilgax, right."

"Yeah, he did…so?'

"Did he sound to you like he even believed what he was saying?"

"No."

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**Last Laugh:**

CLOWNS! What was it that made them so creepy? Was it the face paint, was it having a stranger that thought nothing of getting right in your face? Maybe it was just that you couldn't see the real face of the person behind the makeup.

Grandpa and Gwen had dismissed Ben's doubts about Zombozo as part of his clown phobia. They should have listened.

In the end Ben had faced his fears because it was that or let him have Gwen. He couldn't do that. And, in the end he also concerned his fear. He never had another clown nightmare. This spring maybe he'll take Gwen to the circus.

Gwen new it was mean but she couldn't help it. It was fun to tease Ben about his clown phobia. Zombozo was one of the funniest clowns she had ever seen. By the time she realized, kind of, what was happening it was too late, she couldn't do anything about it, she didn't even care. Later; when she had recovered enough to realize what had happened, she was in awe that Ben had faced and beaten his fear FOR HER. She was starting to realize what she meant to him. It made her feel…Good.

Of course she had to try one more time with the clown mask…yeah, he'd beaten it. That one will never work on him again.

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**Lucky Girl:**

Gwen was right, it had been blatant grandstanding. That whole "Whooo's your hero bit was way over the top. And he had not saved all of those people alone. He felt like a grade A jackass when she said that she just wanted a little appreciation.

So from among the souvenirs of the battle he gave her something that she might like. She really did deserve it; he just didn't want to let her know that.

He just thought it might make a nice necklace or something; he had no idea that it carried a power of its own.

She thought that his reaction to "Lucky Girl" was resentment over not being the only hero any more, jealousy that someone else was getting all of the applause, and it did sting a little. But that was not the main reason that it bothered him; well, maybe it was at first.

Latter he realized that he was worried that she wouldn't need him anymore. Why did that bother him? Did he just need her to acknowledge him as a hero...? Did he need for her to see him as her hero? …WHY?

Gwen, for her part, was angry about Bens posturing and taking all of the credit. She had helped to, can't she get some appreciation.

She would never admit it but she admired Ben for helping people and she wanted to do the same. She wanted to be his partner; and, she realized, she wanted him to acknowledge her contribution to their efforts. She played off the thing with the tape recorder as a prank but it really felt good to have him say "Gwen, you did a good job".

Funny thing, he didn't complain about that as much as she had expected.

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**A Small Problem:**

It wasn't fair! Why did he have to be so short? Why did so many things have to remind him of it? Why did she have to rub it in?

In school it made him a target for every playground bully. Why couldn't he get a little support from her? Well, he wasn't going to let on that it bothered him. And he didn't have to just sit there and think about how, well, small it made him feel. But, ironically, the key to get what he wanted was to be smaller, gray matter.

That had not worked out so well, and for some reason the omnitrix wasn't timing out. He was trying to do what Grandpa had told him to and think of creative solutions but it wasn't working. He was starting to think that he'd never get out of here. An odd thought came to him; how will Grandpa explain his disappearance to his parents.

Then, he found that being in a jar for the rest of his life was not his only problem. They were going to dissect him; while he's still alive…He'd do anything to see her now, before he dies.

She almost couldn't hold back the tears. Even in the alien face she could still see Ben, her Ben; so sad, so scared. She hid it from Grandpa and herself with the joke she and Ben used so often; _only I can treat my cousin like that._ It was really a way to say 'I care about you' without getting too sappy.

Later after it was over they were in their bunks. As he slept she just looked at him and said a silent prayer of thanks that he was there.

**XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXSide Effects:**

So many times this watch has not given him the alien he wanted, but in the end it has worked out. It forced him to think his way out of a problem. He had learned a lot form it and it occurred to him, _could this thing have an intelligence of its own_.

Gwen sat looking out of the window of the rustbucket. _Bugs are gross, and sick aliens or even more gross!_ _At least there weren't any spiders. _

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**Secrets: **

This had all suddenly gotten a lot bigger than he'd ever thought it would. At 10 years old his personal nemesis was not the playground bully but the most feared being in the galaxy. And he had almost died at the hands of Vilgax. He had been forced to make a choice. If it had just been Grandpa he might have done as he had been told and not surrendered. The galaxy was more important than either Max or himself. But he when he had no time to think about it he made his choice, he couldn't lose Gwen. Hopefully squidface was gone for good, but Ben wasn't counting on it.

He had given up his life for hers. To him she took priority over his life and the whole galaxy. Logically a dumb choice but it touched her anyway. A tear came to her eye when she thought about it.

She looked at him differently now. She was sure that they would still argue and get on each other's nerves, but there was no doubt about how much she meant to him, or that he loved her. She would never forget that.

Well, Max thought, it's time for some explanations.


	2. Season Two

**Truth:**

WOW! Grandpa had been a secret operative for an organization that deals with aliens and the paranormal. And now he really was following in his grandfather's footsteps. Phil had seamed really cool and Ben loved the idea of being a plumber like his grandpa had. But then to find out that Phil had been causing the problems just so he could be paid to fix then…The guy was worse that Kevin or Vilgax. He was just swindling all of those people, pretending to be a hero. Well, Ben knew that Max was the real thing and still hoped to follow his example.

Gwen couldn't deny that she was impressed with Max but she was also a little disappointed. Logically she knew why he had to keep those secrets but a part of her was a little hurt that he didn't tell her and Ben even after they found the omnitrix.

**The Big Tick:**

_Now kids, _Ben thought to himself, _today's lesson is 'don't judge a book by its cover._ That armadillo thing seamed useless but he had found a way for it to do what all of his 'Cool' aliens couldn't.

As for 'The great one' it didn't bother him that he wouldn't be the new great one, but it did bother him that it was seeing him as himself that convinced that space cult that he was not so great.

**Framed:**

They didn't believe him; they didn't have ANY confidence in him. They just knew that he was using his aliens to commit crimes. He wondered if he had done something to make them think that he could do that. He could kind of understand with grandpa, he was a grown up, they always think kids are up to something, but Gwen…He thought they knew each other better than that.

He hid it with anger but mostly he was hurt, really, really hurt, that she didn't trust him. If he hadn't been there she would have died thinking that it had been he who had killed her. The thought of Gwen being incinerated alive made him shudder. _Gwen, why couldn't you trust me, and why does it hurt so much that you don't?_

Gwen was angry; Angry at Kevin for making her doubt Ben; angry with and ashamed of herself for not trusting him. He had his faults no question about that, but he could never do what he had been framed for. So why had she believed it. And even after that, when she was confronting what she thought was Ben, the real Ben had stepped in to save her from being barbecued by that mutant Kevin. Gwen had kind of hoped that she might mend her relationship with Ben this summer but she may have doomed that effort. She had to talk to him.

Later, when she had found a quite minute to talk to him in private:

"Ben, can I talk to you?"

"Yeah, sure; what about?"

"I, I…wanted to apologize for not believing you about, well you know, everything."

Ben's first impulse was to tear into her about not trusting him, but instead he said, "I guess it's okay, it did look bad for me."

"No Ben; it's not okay, I should have known better, forgive me?"

Ben couldn't be happier to hear that. "Sure I do, aw you can't help being a dweeb"

She didn't yell back, she knew that he just didn't feel comfortable with heavy emotional stuff; guys always have a problem with that. So she just smiled and hugged him. He returned the hug. They both walked away trying to hide the hint of tears in their eyes.

**Grudge Match:**

_What the hell is your problem? _Ben thought. Kevin had attacked the rustbucket and Ben didn't know if Gwen and Grandpa were okay, or even alive, but he couldn't find out until he dealt with Kevin. If they were dead he would kill Kevin.

Suddenly he and Kevin found themselves aboard a space ship, the Mega Cruiser. They had been taken as gladiators. Even though he was a slave, Kevin seemed to enjoy the role. He enjoyed the cheers, and the deference from the others that they had won when they were made to fight together. It was Ben's insistence on teamwork that had won the battle, something that he had learned from Grandpa and Gwen. But Kevin was incapable of thinking about anything but himself.

Ben had almost ended up on the mega cruiser permanently; he would have if it hadn't been for Technorg.

Gwen was trying not to be frantic. Kevin had attacked and now he and Ben were nowhere to be seen. How would she and Grandpa find him? Was he okay? What could they do about it anyway?

When he returned his first question was, was she okay. She didn't think anything of it then but when Ben told them about what happened, and she remembered that she was the first thing on his mind, it hit her right in the heart. She would never forget about that.

**The Galactic Enforcers:**

Ahhh, why did he have to be so infuriating? It was just a little chocolate, why couldn't he share it? She had thought a lot about him and concluded that she didn't hate him but he could still drive her crazy some times.

He'd gotten carless again and they would have been in trouble if the galactic enforcers hadn't come. Then the girl fourarms, Tini, seemed to have a crush on Ben, at least Ben as fourarms. At first Gwen found that amusing, but soon it started to irritate her; But not as much as Ben going with his "fellow" heroes and leaving her and Grandpa behind.

Ben had been caught up in dreams of heroics, and then Gwen had to interrupt him. He knew that he had been kind of a jerk about the chocolate but well, the truth; that he would never admit to anyone, was that he was mad about being taken out of his reverie and brought back to being just plain Ben.

After working with the enforcers Ben realized that "real heroes" were just as fallible as he, and Grandpa and Gwen were. He also realized that he…they WERE real heroes. Of course he'd denied that in front of Gwen. Later he had second thoughts about that.

A short time later as they were on the road Ben reached into his pack and pulled something out.

"What's that?" Gwen asked.

"Nothing." He answered as he un-wrapped a chocolate bar.

Gwen was about to yell at him when he did something she had not expected. He broke off a piece and handed it to her. "Chocolate is for superheroes Gwen." Then, before she could say anything he went to the front of the rustbucket to offer some to Max.

**Camp Fear:**

I love him and I hate him! -I love her and I hate her! It was a combination that made for fierce arguments, loud ones to.

Who would have thought that a bad case of athletes' foot would save the world? It seemed funny to Ben.

The mushrooms were about to take them all and then suddenly they all withered. She knew that he'd done it, and she was proud. Not that she'd ever tell him that. She also didn't want to admit that flying with Ben was FUN. Being his partner, there were no words for how good that felt.

**Ultimate Weapon: **

They had never seen him like this; completely obsessed, to the exclusion of all else, even the people he loved; and all for a weapon that turned out to be useless.

Max was ashamed of himself, and he was humbled. He guessed that Ben wasn't the only one to learn some lessons this summer.

**Tough Luck: **

He would never admit it but he was proud of her, and he liked having her as a partner; it was cool to work together. Maybe he didn't need to worry that she wouldn't need him anymore. It was fun to work with her. He wished it could be like this more often.

Every superhero has a weakness and Gwen's was being too trusting. Ben knew something was wrong with Charmcasters act but Gwen was way too quick to buy the "if I don't obey him he'll hurt me" bit. Although he didn't doubt that he would hurt her if she ever opposed him. Of course she's no angel either, she was quick to take advantage of the situation when she could.

Gwen was furious with herself; she had chastised Ben about being too trusting of Kevin and now she had done the same thing, and been played for a fool.

She wondered what had happened to Hex and Charmcaster, she didn't believe that she had seen the last of them.

It felt good to have Ben tell her that she was a genuine hero to; Ben smiled as he heard Gwen giggle while riding his hover board.

**They Lurk Below: **

Smug and arrogant, that was Ben's first impression of Edwin GrandSmith. Gwen seemed to agree. Ben had to admit to himself that he was glad for that. He had kind of been worried that he would be a bookworm like her and she would prefer Eddie's company over his.

Gwen did find him to be intelligent and kind if handsome. She realized something though; Ben was just as smart, he just didn't act like it most of the time.

In the end, they had both made a friend.

Eddie was also glad to have met them. Funny thing, if Eddie hadn't known better he would have guessed them to be couple rather than cousins. Mr. Tennyson might want to separate them before something weird happens.

**Ghostfreaked out: **

Why did she want to go to the snob academy anyway? Ben was finding it hard to deny to himself that he liked having her around. He would probably never see her if she went here. Still, he wouldn't do anything to hurt her chances, but someone else had different ideas.

He had gotten the scare of his life, Ghostfreak knew him too well, and he knew what would hurt him the worst. He would jump in Gwen's body and then leave her to fall to her death.

In the end though he had been able to mend her hurt over not making it into the academy and it felt good to do it.

For Gwen it was one of the most frightening things that had ever happened to her when ghostfreak said "Ben's not here" then to find out that he was going to make her commit suicide; she had nightmares about those things for a long time afterwards.

But something better than getting into the academy happened. When Ben said what he did about her besting the circus freaks; He valued her as a partner. There were no words for how good that felt. She would have kissed him but she felt strange with grandpa there.

**Dr. Animo and the mutant ray: **

Okay, he should be more careful about messing with the omnitrix. But that didn't mean stop learning about it.

He had swallowed his pride and admitted that he was wrong; she knew that was hard for him, and she was proud that he had matured, a little anyway.

As Max drove the rust bucket he realized that Ben needed some way to learn about the omnitrix, there were still enemies that knew more about it than he did. So how would he find a teacher for Ben?

**Back With A Vengeance: **

He was messing with the omnitrix again. This time it paid off though, he'd unlocked it, now he could be any alien he wanted, for as long as he wanted. Then THEY came back.

He may be trapped in here with them forever, but as long as he was, the world was safe from them.

When he found her he had never felt so happy.

When she found him she had never felt so happy.

When they had her there was no question that he would give up the omnitrix for her.

When they got out of the null void he was never so disappointed to be just plan Ben.

When she gave him her present he was SO proud of her. It took all of his self-control not to kiss her. Maybe he shouldn't have held back.


	3. Season Three

**Ben 10,000:**

He followed the kidnapper through what ever that glowing thing was. She, there was no doubt that it was a woman, wouldn't get away with Gwen. And woman or not if she hurt Gwen she'd answer to him.

It looked like they were in the future, and he was the hero of heroes...awesome! He was popular, and the ladies like him too.

Gwen was irritated about the girls that were flirting with Ben. She couldn't say why exactly but...could she be jealous about it...No way, she just wanted him to focus. That had to be all.

Gwendolyn had reveled herself. Ben had always though Gwen was cute but WOW! Then he found out what he had become. How he had treated Gwendolyn and Grandpa. He felt sick. Becoming like that would be worse than being killed by Kevin or Vilgax.

How could he hurt the people he cared about the most like that.

Gwen had been so excited to hear about her future. SHE had lost focus on what they had to do for a while. Then her future self brought her back to the moment. Later she could see how Ben was hurting over facing what he would become and she hurt for him.

Then, after his attitude adjustment she saw the adult Ben. She couldn't deny that he was something to look at. Tall, well muscled, she hoped she wasn't blushing.

Watching young Ben, Gwendolyn held onto the hope that she could have her Ben back. At one point young Ben had walked over to her: "Tell me spirit, are these shadows of things that must be or can they yet be changed?"

She chuckled at the Dickens reference, it was in there teen years when she started to realize that he was smarter that he let on.

"Ben, your future is up to you. You can decide not to be like what you saw today." She leaned over and kissed him on the cheek; and noticed the ting of red in his face for a minute.

Gwendolyn also found a chance to talk to her younger self. "Help him Gwen. Don't let him be like that. Let him know that you appreciate him..." then with a far off look she added, " And don't hide what you feel"

They arrived back in their own time for Grandpa other party, this time with a cake. They had a great time together. Later as they were cleaning up Ben spoke. "Gwen, call me on it if you see me going that way." She knew what he meant. "I will Ben...do me a favor though." Ben looked expectantly, " No beard, okay?"

"You've got it, no beard"

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**Midnight Madness: **

She felt kind of guilty about volunteering him for the hypnosis act. She was just as responsible for what happened as Ben was.

Then he had tried his hypnosis bit. She didn't feel guilty about dumping ice cream on him.

He knew it was too good to be true. It couldn't be that easy to hypnotize her. He would never admit it but her way of retaliating was kind of funny.

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**A Change of Face:**

He had known something was wrong about 'Gwen' but he couldn't decide what. Then he found himself in her body. He was impressed, She had really developed her skills. He may have to try these karate classes to.

Gwen was afraid. Afraid that she might be in this body, and this prison, permanently. And afraid of what Charmcaster might be doing to Grandpa and Ben.

When she ended up in his body she had to begrudgingly admit that he had a natural ability with his aliens. And she was surprised at how physically strong he was. She had underestimated him. She could do so much if she had this kind of strength.

Later when it was all over a thought occurred to her. Charmcaster said that she wouldn't have been able to do magic from Gwen's body if Gwen hadn't had a magic aura...Surely she wouldn't leave herself unable to do magic in Ben's body...Could it be that he has one to?

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**Merry Christmas:**

They never did find out what kind of magic was at work in that village.

Their birthdays were close to Christmas but they hadn't all spent it together in a long time. Ben and Gwen and Max decided that they wanted to change that.

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**Benwolf:**

She was beautiful. Ben was absolutely smitten. How could he win her over?

Gwen was exasperated by his crush. She resented it. She didn't like Kai at all! She didn't know why though. Kai hadn't done anything.

Gwen had done as he had asked and tried to find out if Kai might like him. She tried to deny that she wanted to know as much as Ben did. But she didn't know why.

He had been bitten by that werewolf thing, and, apparently, if the transformation went to completion he would kill the person he most cared for. Gwen had nervously commented that it was a good thing they don't like each other. But he knew it meant HER. He thought she knew it to.

As they went to confront the wolf Ben asked Wes. "If I go after people will the amulet stop me?'

in a somber tone he said.."Yes it will...kill you."

He turned to grandpa.

" Grandpa, if I go after Gwen promise me you'll use that amulet."

It didn't escape Max that Ben mentioned Gwen, not him and not Kai. _I guess he's too worried to be self conscious. _ He didn't want to kill his grandson he was proud that Ben was putting others above himself.

"Yes Ben, I will do that for you."

After it was over Kai had rejected him. Now he knew why they called it a broken heart, that was just what it felt like. She couldn't love plain Ben.

Then Gwen had spoken up and his heart was instantly healed. He was touched that she would come to his aid like that. He wouldn't forget it.

Gwen went from a little jealous to furious. She had torn into Kai. Kai had used him and dumped him when she had found that he wasn't some animal.

Gwen wasn't sure why wouldn't she tell him what those two words were: BE YOURSELF. If he wanted a girl to like him, that was all he had to do. If she didn't like that then she wasn't worth his time. It was why she lov...Wait what was she thinking?

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**Game Over: **

At first Gwen thought that Ben's attitude about the game was ego but later she realized that it was his worry that he'd never be good enough. Even though he was a hero in the real world.

Ben realized that playing outside was more fun anyway.

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**Super Alien Hero Buddy Adventure: **

It was two TV shows that taught both of them not to make assumptions about who the hero and villain were. They had both make standard kind of assumptions and had both been wrong.

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**Under Wraps: **

Farm work sucks! Oh, it wasn't that he didn't appreciate the people who did it. With out them everybody would have to eat like grandpa. But he was glad he didn't have to do it.

Two cool things did come from this. The mummy hunt with Gwen was kind of fun and with the chores he got a little appreciation from Gwen...Why was that getting to be so important to him?

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**The Unnaturals: **

He knew that it was about helping people, not getting credit. It was still hard to be a hero and yet have people think you were a looser. It was even harder to see those jerks Cash and JT being credited with what he had done.

Well, hanging them by their shorts made him feel a little better.

It was also fun to see Gwen loosen up a little with her "You're OUT" quip.

Gwen had read some comics and seen cartoons about superheros, but she never thought about how hard it would be for the hero to keep his secrets. She enjoyed seeing him hit that home run, to see him succeed, on his own and not because of the omnitrix; not that she would ever tell him that.

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**Monster Weather:**

She might normally give Ben a hard time about liking the "old fossil" music, but is was good that he and Grandpa had found something in common, other than fighting aliens.

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**The Return/Be Afraid Of The Dark: **

Ghostfreak! He was useful but Ben had never been comfortable with him. Now he had a plan to plunge earth into endless darkness. Ben didn't want to admit it but he was afraid.

Afraid for Earth, afraid for Gwen and Grandpa and afraid that this was more than he could handle.

He fell back on his usual way of convincing himself that he could handle it, his cocky attitude. The problem, he realized later, was that his effort to convince himself was often too successful. That must be how he would become Ben 10,000. That scared him more than ghostfreak ever did.

After it was over they took the chance to see some of the sights in Egypt, and Ben found some time to talk to Gwen.

"Uh, Gwen."

"Yeah."

"I just wanted to say...Thanks for, well...reminding me that I'm part of a team. You know, not like...him."

She knew what he meant, not like Ben 10,000.

"You're welcome Ben. I'm glad to do it."

He smiled, then he leaned over and gave her a kiss on the cheek. They both just stood their for a minute not sure what to say when Max called out.

"Hey guys, come here. You've got to see this."

That snapped them out of their awkward silence and they went to join Max.

**XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX**

**The Visitor: **

Ben really was concerned that, like Phil, Xylene might not be the same as when she and grandpa had worked together but it was more his fear of losing grandpa. He wasn't really that close to his parents. The only people he had strong attachments to were grandpa and, although he didn't want her to know, Gwen.

Gwen could see that Ben was really worried about losing grandpa, she was to. She just hid it better, and she was trying to be positive about it. If he did leave it would be just her and Ben.

She saw that he was really hurting; worse than she'd ever seen before. She had to help him. He may be all she has if grandpa goes; that and she just couldn't stand to see him hurting.

She believed him when he said that he was worried about another Phil kind of thing. But she was sure that it was also feeling like HE was nothing. Anything of value about him had to be an accident.

It felt good to be honest about how much he had done with the watch; and later she was genuinely proud that he had impressed another alien with his handling of the omnitrix.

Some times she woundered why they played this game of not wanting to admit the value they saw in each other. That they liked being together.

Was it competition? In some corner of her mind she felt that she and Ben were hidding from something. She put that out of her mind as quickly as she could. For the time being at least she'd let what ever it was stay hidden.

On her ship Xylene thought about Max and those kids. She didn't understand about the need of human children for elders but she accepted it. And she decided that they were both exelent choices for Max's protegees. She just might have to come back some time to help with their training; and see Max again.

The young ones made a nice couple to, they kind of reminded her of herself and Max.


	4. Season Four

**Perfect Day: **

Too good to be true. He should have suspected that something was up. But then wasn't that the idea, to keep him content while they work on the omnitirx. It had worked so well.

Good thing Gwen and Grandpa had found him. Just another example of how far they were willing to go for him.

After it was over Gwen was struck by an epiphany, It wasn't academic work that made school the worst place in the world for Ben. It was kids like Cash and JT. She wondered if the monster versions she saw were kind of what they looked like in Ben's eyes.

Of course Kevin was never there at Ben's school but, well, this was supposed to be Ben's hell. And maybe he kind of represented everyone who looked down on Ben...like she had sometimes. She felt awful when she thought about that.

**XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX**

**Divided We Stand:**

Ben just wanted to have fun.

Funny thing, that was the same swim suit that she wore last year but it just looked better on her now.

Gwen's main reason for avoiding Ben at the beach was that she felt...strange, seeing him in his swim trunks. She had some things she really needed to sort out for her self, they might lead to a difficult place.

**XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX**

**Don't Drink The Water:**

Playing together had been fun. Then they had to find that dunking game.

She was struck by the resemblance between ten year old grandpa and Ben. Grandpa was taller but they could have been taken for brothers.

"Little" Ben was unbelievably cute. It took all of her self control not to scoop him up in a hug.

**XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX**

**Big Fat Alien Wedding: **

She hated to admit it but he looked good in that tux. As outdated as it was he really looked handsome.

She had been disappointed to find out that she wouldn't be the flower girl but at least she seamed to have found a friend in Lucy. A nice girl, if a little bit hyper.

Ben had finally relented and let her teach him how to dance. She felt a little strange at first holding hands in the back of the rustbucket, but soon they had both relaxed and Ben was able to learn. In fact he was getting good fast.

They were having fun just being together. She found his touch...nice. Then Grandpa had to come in and ruin it. Ben had pushed her in a panic.

She tried to tell herself that it was just the moment but she really felt a connection. She had to admit, at least to herself that being close had made her happy. She was also finding herself facing the fact that she was starting to develop a crush on, of all people, Ben. What was she to do?

Ben had felt it to. He had been enjoying being with her, no aliens, no arguments or pranks, no insults. Just being together. Why did grandpa have to come in when he did.

At the wedding reception he had to dance with Lucy first, now cousin Lucy. He had found that he liked his new in-laws. He hadn't steeped on her feet but had slipped on, well, part of her.

Later he and Gwen were able to have a dance together. In fact most of the dances for the evening. They swayed in each others arms; looking into each others eyes and just feeling ...right.

They started to cut up later. He dipped her a couple of times and they tried some jitterbug moves. Then, since everyone here knew about the omnitrix now, He changed to stink fly and took her dancing in the air. She couldn't stop laughing.

When they made it back to the rustbucket they were too tired to make it to there bunks, They collapsed on the couch and fell asleep with there arms around each other.

Later Ben decided that weddings weren't so bad after all.

At the reception dance Max saw it. Although he wasn't sure they saw it yet.

He had thought that the dancing lessons were cute but now he saw much more than that. He might have tried to stop it had he recognized it earlier but it was too late now, at least not without hurting them, and loosing them. He decided, _don't worry kids, when you're ready, I've got your back._

**XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX**

**Ben 4 Good Buddy:**

Gwen had said it before and she was right, knowledge is power. He had beaten the road crew because he knew more about the rustbucket than they did.

They both smiled at the look on grandpa's face when they had each put a spoon of half melted ice-cream in his mouth.

**XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX**

**Ready To Rumble:**

She had taken advantage about what he didn't know about computers to get him to do her chores for the rest of the summer. After a couple of days thought she was starting to have some second thoughts. Dancing together had been nice, maybe doing chores together would be to.

Ben was working on some more dishes when Gwen stepped in beside him.

"What are you doing Gwen?"

"I'm trying to help."

"Don't worry about it, I made a deal." he was still a little angry about it.

"I am altering the deal." they both laughed at the movie quote. "Listen, you were going to do my chores for destroying my laptop. But you didn't destroy it. You did use it without my permission though. So what I want for that is for you to help me with my chores. We can do it together, okay?"

He smiled, "Okay." he said just as he was hit by a hand full of soap suds. He returned the favor. By the time they were done the dishes were clean and they were covered in soapy water.

**XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX**

**Ben 10 vs. The Negative 10:**

Cooper seemed like a good kid. And he defiantly had some useful abilities. Ben found that as much as he wanted to see the movie it was more that he didn't want Gwen to go with Cooper. He was enjoying his time with her more than ever and, well, he didn't want to share.

At one point he was alone with the negative 10 and the omnitrix timed out. They were closing in on him. He meant to go down fighting but he knew that he wasn't going to survive this. He found his thoughts going back to Gwen again, knowing that he had already seen her for the last time. _Take care of her grandpa._ But then, the gun emerged from the side of the mountain and he was able to escape the situation.

When it was over and they had discovered Coopers lie about the tickets. They went back to the rust bucket. He didn't need to lie to them to make friends, they both liked him well enough. And Ben had another name for the list grandpa told him to make of potential recruits in case the plumbers needed to reform. It was looking like that might be necessary.

**XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX**

**Secret of the Omnitrix:**

She absolutely would NOT leave him to face this alone. So she had stowed away on Tetrax's ship.

Ben had wanted her as far away from him as possible if the omnitirx detonated; but he was glad to see her anyway. They might have a strange dynamic but there was no doubt that they were a team.

When Tetrax told Ben that he had assumed that Ben was mostly interested in the glory of being a hero and not really in helping people it stung. That had once been the case, and, in spite of several "lessons" on the subject, he kept going back to that mentality. He really did want to help, but he also enjoyed the mantle of "Hero"

Gwen had shown what a hero was. She had pushed him out of the way of those wild vines and they had taken her.

He had worked with all of the strength fourarms had but still couldn't get to her. Rage, desperation and grief overwhelmed him. He discovered a profound sense of sadness and loss. He discovered how much she really meant to him.

He had to honor her sacrifice and save the universe, but he would never be happy again. He loved her, as his cousin, yes but also more. He had felt what a crush is with Kai but this was so much more. Cousin or not he would never love anyone like he loved her.

But sadness was replaced with profound joy when he saw her again. He ran to her and held her tightly. She returned the hug.

Gwen was surprised at Ben's enthusiastic greeting when she returned. Surprised and happy. Then when she had said "What would you do without me?" She had heard his response but asked him what he'd said anyway. When he wouldn't repeat it she just smiled inwardly, _Okay, we'll play that game. At least for a while._

She was so proud of him for proving to, well, everyone that he was the right person to have the omnitirx. And she was touched when he had said that they should go to the mall to shop for clothes. She wanted to kiss him. He was thinking of her! That meant the world to her.

They would go to the mall but not to shop. That would wait till later. They had work to do.

**XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX**

**Goodbye and Good Riddance: **

Saying good bye to her was so hard. He watched her in the rear window as they waved to each other. He felt a profound sense of loneliness and loss. He missed her already.

Gwen felt the same loss and loneliness as they drove away. She loved him with all her heart and it was breaking now.

It made him feel smaller than ever, to have everyone talking about how cool heat blast was, or diamond head, or XLR8, while they looked down at him like always.

He had resigned himself to keeping his secret just like grandpa but then Vilgax had shown up and blew his cover.

They had destroyed a good part of the town in the battle, and it turned out that his dad would probably have made a good plumber himself.

Supposedly Vilgax was dead but they had thought that before. He would not assume that the threat was gone.

The next day Gwen sat down in the desk next to him. She had been thrilled to find out that she would transfer to his school. When he found her there they exchanged their usual banter. It had kind of become a game now but both were glad to be back together.

Once they had taken Animo down, with only minor damage to the school, at least no more than the drones had already done, they walked back into the class room.

"Nice work back there Gwen."

She smiled. "Thanks. Not to bad yourself."

"Hey, I have an idea. Space Pirates 4 is playing at the mall. Want to go this weekend...my treat."

She paused for a minute. "Okay, it's a date. '_Why did I have to call it that_?' She asked herself. "But on one condition."

"Alright, what's that?"

"You have to take karate classes with me."

"Uh, why, so you can show me up?"

"Yeah, I guess I will at first, but I think you'll be a quick learner."

"It's a deal"

For Ben and Gwen a new adventure had started.

**/**

**One more chapter; Other worlds. Then the sequel. **


	5. Alternate Worlds

**Authors note: ** These worlds are completely separate from each other and from the main story.

**Ben 10.000:**

Gwendolyn had sent young Ben and Gwen home to the "Other" birthday party a couple of hours ago and now she and Ben were cleaning up after Grandpa's 80th birthday.

She looked over at Ben, her Ben. It was funny how she had put that when two ages of the alien fighting cousins were present. How had he become a man who could cause the glory hound ten year old Ben to decide that he didn't want to be a hero if it meant turning out like that.

His obsession with being stronger, better. The feeling that he was never good enough. She realized too late that she had played a part in that. Gwendolyn thought back to what she had said to her younger self.

"Help him Gwen. Don't let him be like that. Let him know that you appreciate him...and don't hide what you feel."

Of course, knowing herself of all those years ago she had doubts that her counterpart would listen. The truth is young Ben wasn't the only one who's listening skills left something to be desired. When they were kids she could be more suborn than even he was. Especially about being wrong about anything. That was why she told her younger self to enjoy her Ben while she could. Gwendolyn was skeptical that 10 year old Gwen would avoid the mistakes she had made. She prayed that she was wrong.

She looked over at him as he was picking up a couple of couch pillows. Earlier both versions of Grandpa's grand kids had a four way pillow fight. He was REALLY nice to look at. She just felt so comfortable with him.

For his part he couldn't help being almost in awe of the woman who had stayed by him no matter how he treated her. NO ONE else would have been so dependable a partner. Even when he had all but told her he didn't need her. She knew he did and wasn't about to abandon him.

His heart swelled with love for her. He realized how deep that love went. Then he caught her looking at him.

"Looking at something?"

She just went red in the face. He decided to take a chance. He walked over to her. She looked up at him with an overwhelmed and expectant look in her eyes.

He leaned over and kissed her.

She closed her eyes and wrapped her arms around his neck. They broke the kiss.

"I thought this would never happen." she said as they looked at each other.

"It may be hard to explain to grandpa." Ben responded.

"GRANDPA has been expecting this for a while." They heard from the doorway.

They turned to see him looking back at them. Gwen was struck by how much this reminded her of they time she had taught Ben to dance. But this time he didn't push her away. They stayed in each others arms.

"Well, uh, I should go...check the readings in the null void chamber. I'll be back, oh, this evening." With that Max walked away.

Ben and Gwendolyn...his Gwen, turned back to each other and went in for another kiss.

**Ken 10:**

Gwendolyn returned from Zoraster to a surprise, Devlin Levin. Apparently, Kenny had met him the same way Ben had met Kevin. Fortunately Devlin was a better kid than his father had been. It looked like her family had just gotten a little bigger.

Her family. She thought about what that meant. She thought about Ben in particular. Things had gone better than they had in another time. She hadn't had to kidnap herself to get her Ben back. But she had lost him in a different way.

For so long they had been side by side. They fought together, laughed together and cried together. They were getting VERY close, some might say too close. Then SHE came back.

Kai Green had heard of the hero of heroes and had come to reunite with him. Apparently she no longer wanted to train a dangerous pet. She wanted to claim the desire of so many women as her own.

He had fallen for it and it wasn't long before Gwendolyn had found herself in a chapel watching the two exchange vows. It took all of her self control to keep from crying.

Then, not long after Ken was born another old problem found them, Kevin.

He had teamed up with Clancy and meant to kill the whole Tennyson family. Including the two new members. Seeing Clancy there was a distraction for Gwendolyn. When he was around she always worried that he'd find out her fear of spiders and use that against her.

Ben, Gwendolyn and Max went to fight. Kai took her baby son and just tried to keep him safe. Kevin saw her running though and had followed. When they had both attackers in null void eggs they found the battered and bleeding form of Kai. Under her, in her arms they found an unharmed but very unhappy Kenny. Gwen decided that maybe she had been too harsh about Kai, She had died a hero in the truest sense of the word.

After that Gwendolyn had effectively become Kenny's mother. She had so often wished that she were his real mother. Especially when he had once told her that he wished for that too.

That evening She and Ben stood out on the balcony alone talking. Apparently Ben had been think about the same things that Gwendolyn had.

"You know between us I think we've done a great job with Kenny. We'll do right by Devlin to."

"Yes, you're a great dad."

"And you're a great.." he used air quotes..."mom"

They were both silent for a moment then Ben spoke again.

"You know, We really would have been something together if we hadn't been..." he trailed off.

She couldn't take it any more. She grabbed him by the collar and used her magic to lift herself to his height. Then she Kissed him with all of the passion she had kept in check all of these years.

Ben looked at her. With a regretful tone he said. "Gwen, we are cousins."

She interrupted him. "I don't care." She sighed. "Tell me you don't want this and I'll let it go."

"No, you're right as usual. I want it too."

Her joy overflowed as this time he picked her up to bring their lips back together.

In the window Kenny and Devlin were watching. Kenny spoke.."YES!" he pumped his fist. She would be his mom for real.

**Gwen 10:**

Ben was still confused. What had happened? The last he remembered he had fought Kevin on the Golden Gate Bridge. Then he woke up to find the summer had started all over again. This time he didn't get the Omnitrix, Gwen did, and now Grandpa.

Grandpa told him that he may never know what happened. The funny thing, it didn't upset him any more. He would help Grandpa learn how to use it and stand by him just like Grandpa and Gwen had stood by him.

Gwen, that was another thing. It did bother him to see her adapting to the watch so fast but he was proud of her. The other great thing, Grandpa had proclaimed him a hero without the watch. That felt awesome.

Gwen felt bad for him. She got a taste of what it was to have the omnitrix. He, somehow, had it a lot longer than she had. Thinking back on it, it's not hard to believe that he had memories from latter in the summer. He was different. He had been able to let her fight and take the role of helping everyone else to safety. It was a level of maturity that she had not expected.

Over the next weeks all that Ben had gone through "Before" had been useful. They had been able to dispose of some of those problems much more easily than Ben remembered. And, Later, they found that both he and Gwen had something in their background that gave them a talent for magic.

They also found that when working together their magic was MUCH stronger. They became an amazing team.

The two of them had been sitting at the table in the rustbucket and Ben had been thinking about these things when he spoke.

"You know Gwen, I don't know what happened to me but I'm glad it did."

"Really, That watch is pretty cool, you don't miss it? I do a little."

"Enough that you would give up being my partner?"

She smiled, "No, not that much." She couldn't tell what it was but something in her wouldn't let her give up her connection to Ben for anything. There was just something that felt..right, about it.

"Earth to Gwen." Ben's voice brought her out of her thoughts.

Ben gestured to Max in the front seat. "While he's busy we need to plan his birthday party."

"Right, do you mind getting the cake?"

"Cake, got it."

**Authors notes:**

I hope you liked this unusual kind of story. A sequel, more of a traditional story, will be coming in the future. It will be similar to a couple of my earlier stories but hopefully better written.

The last part; Gwen 10, somewhat foreshadows a future story taking place in that universe.


End file.
